Exhibit 4.1(g)

          AMENDMENT NO. 2 TO SECURED CONVERTIBLE MINIMUM BORROWING NOTE
                                       OF
                        GLOBAL PAYMENT TECHNOLOGIES, INC.

                                 August 9, 2004

         Reference is made to that certain Secured Convertible Minimum Borrowing
Note dated as of March 15, 2004, as amended on April 29, 2004, made by GLOBAL
PAYMENT TECHNOLOGIES,INC., a Delaware corporation (the "Borrower") in favor
LAURUS MASTER FUND, LTD., c/o Ogier Corporate Services Ltd., P.O. Box 1234 G.T.,
Queensgate House, South Church Street, Grand Cayman, Cayman Islands (the
"Laurus"") in the original principal amount of Seven Hundred Fifty Thousand
Dollars ($750,000 ) (the "MB Note"). Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the MB Note.

           WHEREAS, each of the Borrower and Laurus desires to make certain
changes to the MB Note to address the comments made by the Securities and
Exchange Commission in order to permit the Borrower's Registration Statement on
Form S-3 (333-114529) to be declared effective.

         NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1.   Section 2.3 of the MB Note is hereby  deleted in its  entirety and replaced
     with the following:

                  "2.3 Payments in Cash or Common Stock. Subject to Section 2.4
         hereof, if the average closing price of the Common Stock on the
         Principal Market is greater than 110% of the Fixed Conversion Price for
         a period of at least five (5) consecutive trading days prior to the
         Automatic Conversion Date (as defined below), then the outstanding
         principal amount of this Note and any accrued but unpaid interest
         hereon will be converted at the Fixed Conversion Price into shares of
         Common Stock as of the fifth such trading day (the "Automatic
         Conversion Date") (subject to compliance with Section 2.4 and 3.2).
         Notwithstanding the foregoing, the Borrower's right to issue shares of
         Common Stock in payment of obligations under this Note shall be subject
         to the limitation that the number of shares of Common Stock issued in
         connection with any Call Notice shall not exceed twenty five percent
         (25%) of the aggregate dollar trading volume of the Common Stock for
         the ten (10) trading days immediately preceding the Automatic
         Conversion Date (as such volume is reported by Bloomberg, L.P.).
<PAGE>

2.   Section 2.4 of the MB Note is hereby  deleted in its  entirety and replaced
     with the following:

                  "2.4 No Effective Registration. Notwithstanding anything to
         the contrary herein, none of the Borrower's obligations to the Holder
         may be converted into Common Stock unless (i) an effective current
         Registration Statement covering the shares of Common Stock to be issued
         in connection with satisfaction of such obligations exists, or (ii) no
         Event of Default hereunder exists and is continuing, unless such Event
         of Default is cured within any applicable cure period or is otherwise
         waived in writing by the Holder in whole or in part at the Holder's
         option."

3.   Section 3.1 of the MB Note is hereby  deleted in its  entirety and replaced
     with the following:

                  "3.1 Optional Conversion. Subject to the terms of this Article
         III, the Holder shall have the right, but not the obligation, at any
         time until the Maturity Date, or thereafter during an Event of Default
         (as defined in Article V), and, subject to the limitations set forth in
         Section 3.2 hereof, to convert all or any portion of the outstanding
         Principal Amount due and payable into fully paid and nonassessable
         shares of the Common Stock at the Fixed Conversion Price. The shares of
         Common Stock to be issued upon such conversion are herein referred to
         as the "Conversion Shares"."

4.   Section 3.3 of the MB Note is hereby  deleted in its  entirety and replaced
     with the following:

                  "Section 3.3 Mechanics of Holder's Conversion. In the event
         that the Holder elects to convert this Note into Common Stock, the
         Holder shall give notice of such election by delivering an executed and
         completed notice of conversion ("Notice of Conversion") to the Borrower
         and such Notice of Conversion shall indicate the Principal Amount being
         converted. On each Conversion Date (as hereinafter defined) and in
         accordance with its Notice of Conversion, the Holder shall make the
         appropriate reduction to the Principal Amount as entered in its records
         and shall provide written notice thereof to the Borrower within two (2)
         business days after the Conversion Date. Each date on which a Notice of
         Conversion is delivered or telecopied to the Borrower in accordance
         with the provisions hereof shall be deemed a Conversion Date (the
         "Conversion Date"). A form of Notice of Conversion to be employed by
         the Holder is annexed hereto as Exhibit A. Pursuant to the terms of the
         Notice of Conversion, the Borrower will issue instructions to the
         transfer agent accompanied by an opinion of counsel within one (1)
         business day of the date of the delivery to Borrower of the Notice of
         Conversion and shall cause the transfer agent to transmit the
         certificates representing the Conversion Shares to the Holder upon
         resale of such Conversion Shares by the Holder by crediting the account
         of the Holder's designated broker with the Depository Trust Corporation
         ("DTC") through its Deposit Withdrawal Agent Commission ("DWAC") system
         within three (3) business days (plus any available extensions) after
         receipt by the Borrower of the Notice of Conversion (the "Delivery
         Date"). In the case of the exercise of the conversion rights set forth
         herein the conversion privilege shall be deemed to have been exercised
         and the Conversion Shares issuable upon such conversion shall be deemed
         to have been issued upon the date of receipt by the Borrower of the
         Notice of Conversion. The Holder shall be treated for all purposes as
         the record holder of such Common Stock, unless the Holder provides the
         Borrower written instructions to the contrary."
<PAGE>

5.   The Notice of Conversion  appended to the MB Note is hereby  deleted in its
     entirety and replaced by the Notice of Conversion appended hereto.

6.   The foregoing amendment shall be effective as of the date hereof.

7.   Except  for  amendment  number 1, there are no other  amendments  to the MB
     Note.

8.   The Borrower  hereby  represents and warrants to Laurus that as of the date
     hereof all  representations,  warranties  and covenants made by Borrower in
     connection  with the MB Note  are  true  correct  and  complete  and all of
     Borrower's covenants  requirements have been met. As of the date hereof, no
     Event of Default under any Related Agreements (as defined in the Securities
     Purchase Agreement) has occurred or is continuing.


<PAGE>





         IN WITNESS WHEREOF, each of the Borrower and Laurus has caused this
Amendment No. 2 to Secured Convertible Minimum Borrowing Note to be signed in
its name this 9th day of August, 2004.


                                     GLOBAL PAYMENT TECHNOLOGIES, INC.



                                  By:
                                     ------------------------------------
                                     Name:
                                     Title:



                                     LAURUS MASTER FUND, LTD.


                                  By:
                                     ------------------------------------
                                     Name:
                                     Title:


<PAGE>


                             NOTICE OF CONVERSION



(To be executed by the Holder in order to convert the Note)



     The undersigned hereby elects to convert $_________ of the principal due on
the Secured Minimum Borrowing Note issued by GLOBAL PAYMENT  TECHNOLOGIES,  INC.
on March __, 2004 into Shares of Common  Stock of GLOBAL  PAYMENT  TECHNOLOGIES,
INC. (the "Borrower")  according to the conditions set forth in such Note, as of
the date written below.

Date of Conversion:
                     -----------------------------------------------------------

Conversion Price:
                     -----------------------------------------------------------
Shares To Be Delivered:
                     -----------------------------------------------------------
Signature:
                     -----------------------------------------------------------
Print Name:
                     -----------------------------------------------------------
Address:
                     -----------------------------------------------------------

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                     -----------------------------------------------------------
Holder
DWAC instructions
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